IN THE MATTER OF
REGISTRAR OF COMPANIES, PATNA
Vs.
SONASUMAN CONSTECH ENGINEERS PRIVATE LIMITED
Case No: ROC/PAT/Inquiry/36124/984 dated November 14, 2024
Plaintiff: Registrar of Companies, Patna, Bihar (“RoC”)
Defendant: Sonasuman Constech Engineers Private Limited
Fact of the Case:
M/s. Sonasuman Constech Engineers Private Limited (CIN: U45500BR2017PTC036124) (“the Company”) is a Private Company, incorporated on October 30, 2017 under the provisions of Companies Act, 2013 in the State of Bihar. The Company has its registered office situated at C/o. Shailendra Jha, Flat No 502, Block – A4, Trivantpuram City, Patna, Bihar, India, 801105.
Upon inspecting the Company’s records, the Plaintiff observed that the e-Form AOC – 4 for the Financial Years 2017-18, 2018-19, and 2019-20, which were filed with the Plaintiff, did not have the financial statements signed by the Company’s Directors. Consequently, the submission of unsigned financial statements for these years in e-Form AOC – 4 resulted in a violation of Section 134(1) read with Section 134(6) of the Companies Act, 2013 (“the Act”). Accordingly, the Plaintiff issued a notice for the violation of Section 134 of the Act to the Company and its Directors via a letter dated August 06, 2024.
Defendant Contention:
In response to the Plaintiff’s notice, the Company replied via email dated September 24, 2024, stating that the erstwhile auditor of the Company informed them about a limitation on the file size that can be attached to the Annual Filing. Despite multiple attempts, they were unable to make the file fit the allowed size by RoC. Therefore, the Company uploaded the unsigned version to resolve the attachment size issue and filed the Form.
Plaintiff’s Observation:
The Plaintiff found the Company’s reply unsatisfactory. Moreover, the Company accepted the non-compliance with the provisions of Section 134(1) read with Section 134(6) of the Act. Consequently, it was held that the Company and its Directors/Officers had contravened these provisions and were liable for penalties under Section 134(8) of the Act.
Provisions:
Section 134(1):
The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorised by the Board or by two Directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon.
Section 134(6):
The Board’s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two Directors, one of whom shall be a managing director, or by the director where there is one director.
Section 134(8):
If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
Order:
Considering the Paid-up Capital and Turnover being ₹ 500,000 and ₹ 1,18,05,571.02 respectively for the Financial Year 2018-19, the Company falls under the definition of a Small Company as per Clause 85 of Section 2. Therefore, the benefits of a small company are extended to the Company while adjudicating the penalty. Accordingly, the Plaintiff imposed a total penalty of ₹ 7,50,000 on the Company and its Directors.
Copy of Order: Click here
IN THE MATTER OF
REGISTRAR OF COMPANIES, PATNA
Vs.
SONASUMAN CONSTECH ENGINEERS PRIVATE LIMITED
Case No: ROC/PAT/Inquiry/36124/978 dated November 14, 2024
Plaintiff: Registrar of Companies, Patna, Bihar (“RoC”)
Defendant: Sonasuman Constech Engineers Private Limited
Fact of the Case:
M/s. Sonasuman Constech Engineers Private Limited (CIN: U45500BR2017PTC036124) (“the Company”) is a Private Company, incorporated on October 30, 2017 under the provisions of Companies Act, 2013 in the State of Bihar. The Company has its registered office situated at C/o. Shailendra Jha, Flat No 502, Block – A4, Trivantpuram City, Patna, Bihar, India, 801105.
Upon inspecting the Company’s records, the Plaintiff observed that the Financial Statement filed for the Financial Year 2017 – 18 and 2019 – 20, do not consist of Directors’ Identification Number ("DIN"), thereby leading to violation of Section 158 of the Companies Act, 2013 (“the Act”). Accordingly, the Plaintiff issued a notice for the violation of Section 158 of the Act to the Company and its Directors via a letter dated August 06, 2024.
Defendant Contention:
In response to the Plaintiff’s notice, the Company replied via email dated August 28, 2024, stating “CA Mr. Ram Raghav Choudhary is out of station for few days. Therefore, I request you to grant permission of extending some time for submitting the reply of your notice.”
Upon denial of the extension request by RoC via email on September 2, 2024, the Company submitted its grounds via email on September 26, 2024, stating, “We are a small company and none of the directors have expertise in the Company Law. Though, we have full intention to comply with all the applicable laws and provisions, sometimes we have limitation due to our dependence on the consultants. We would like to further submit that we have already taken corrective actions to follow the best practices. You may please change and verify that all the provisions pertaining to Section 158 are proper complied in the filing done by our company in last 3 years.”
Plaintiff’s Observation:
From the reply of the Defendant, the Plaintiff concluded that the Company has accepted the contravention of section 158 of the Act. Consequently, it was determined that the Company and its Directors/Officers had violated these provisions and were liable for penalties under Section 172 of the Act.
Provisions:
Section 158:
Every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the Director Identification Number in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of any director.
Section 172:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.”
Order:
Considering the Paid-up Capital and Turnover being ₹ 500,000 and ₹ 1,18,05,571.02 respectively for the Financial Year 2018-19, the Company falls under the definition of a Small Company as per Clause 85 of Section 2. Therefore, the benefits of a small company are extended to the Company while adjudicating the penalty. Accordingly, the Plaintiff imposed a total penalty of ₹ 2,50,000 on the Company and its Directors.
Copy of Order: Click here
IN THE MATTER OF
REGISTRAR OF COMPANIES, HYDERABAD
Vs.
SAM AGRI VENTURES LIMITED
Case No: ROC/HYD/SAM AGRI VENTURES/ADJ/S.117/2024-25/1834 dated November 12, 2024
Plaintiff: Registrar of Companies, Hyderabad, Telangana (“RoC”)
Defendant: Sam Agri Ventures Limited
Fact of the Case:
M/s. Sam Agri Ventures Limited (CIN: U01403TG2012PLC150842) (“the Company”) is a Public Limited Company, having its registered office situated at 401, Vimbri Boulevard, Road No 04 & 06, Green Valley, Banjara Hills, Hyderabad, Khairatabad, Telangana, India, 500034.
The Company has approved at its Board Meeting held on July 31, 2023, the Scheme of Amalgamation between Sam Agri Ventures Limited (“Transferor Company”) and Sam Agri Tech Limited (“Transferee Company”) and accordingly, the company have to file e-Form MGT – 14 within 30 days from the date of the event i.e. July 31, 2023, under section 117 of the Companies Act, 2013 (“the Act”) and rules. However, the company has filed the e-Form MGT – 14 vide SRN AA6425642 on December 20, 2023 in respect of the Board Resolution dated July 31, 2023, which is after the expiry of 30 days and cased default under section 117 of the Act and rules made thereunder.
Accordingly, the Plaintiff issued Show Cause Notice No. ROC/HYD/150842(Sam Agri Ventures)/SCN/117 & 179(3)/2024/2401 – 2403 dated February 29, 2024 to the Company and its officers in default for the contravention of section 117 of the Act.
Defendant Contention:
In response to the Plaintiff’s notice, the Company submitted Adjudication Application and Clarification letter dated May 30, 2024 and August 23, 2024 respectively that the Company and its officers have acted honestly and there was no malafide intentions and prayed the Authority to take lenient view in the matter and impose minimum penalty accordingly. Further, the Authorized Representative appear before Adjudicating Officer and pleaded for imposing lesser penalty.
Plaintiff’s Observation:
Based on the facts and circumstances of the case, the RoC observed that the Board Resolution dated July 31, 2023 approving Scheme of Amalgamation was filed with delay on December 20, 2023. Hence, it is concluded that the Company and its officers in default are liable for penalty as prescribed under Section 117(2) of the Act.
Provisions:
Section 117(1):
A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed:
Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.
Section 117(2):
If any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
Order:
The Plaintiff heard the contentions of the Defendant and was inclined to impose a penalty as prescribed under Section 117(2) of the Act. Accordingly, the Plaintiff imposed a total penalty of ₹ 63,300 on the Company and its Directors / Officers in Default.
Copy of Order: Click here
IN THE MATTER OF
REGISTRAR OF COMPANIES, KOLKATA
Vs.
CENTURY GLOBAL LOGISTICS PRIVATE LIMITED
Case No: ROC/ADJ/438/161440/2024/7739 dated November 04, 2024
Plaintiff: Registrar of Companies, Kolkata, West Bengal (“RoC”)
Defendant: Century Global Logistics Private Limited
Fact of the Case:
M/s. Century Global Logistics Private Limited (CIN: U60231WB2011PTC161440) (“the Company”) is a Private Company, incorporated on April 01, 2011, under the provisions of the Companies Act, 1956. It has its registered office at 9, Lal Bazar Street Mercantile Building, 3rd Floor, Block A, Room No. 3014A, Kolkata, West Bengal, India, 700001.
An inquiry was initiated under the provisions of Section 206(4) of the Companies Act, 2013 (“the Act”). According to the Inquiry Report, it was observed that the Company has not filed its financial statement and annual return from the FY 2016-17 till FY 2019-20. Furthermore, the Company has not maintained its registered office address, indicating that no Board Meeting was conducted during this period, leading to a contravention of Section 173(1) of the Act.
Consequently, based on the Inquiry Report received from the Directorate via letter dated March 15, 2022, the RoC initiated adjudication proceedings against the defendant.
Defendant Contention:
In response to the Plaintiff’s notice, the Company contended the following grounds for not initiating adjudication proceedings under Section 173(4) of the Act:
From FY 2015 – 16 onwards the Business started declining drastically.
The Company had availed certain facilities from Bank of India and due to genuine business failure, the Company was not able to service the interest burden of the Bank.
While the Company was negotiating with the Bank on restructuring of loan, the Bank took extreme step of seizing the Books of Accounts and even locked the warehouses of the Company and thus bringing the entire business to complete halt.
The Bank officials further filed complaint against the Company for alleged violations of credit facility and diversion of funds. Bank of India has also alleged for cheating the bank to the tune of ₹ 14.30 Crores.
Consequent to the above complaint by Bank of India, FIR was filed by CBI vide FIR No. RC-DAI-2019-A-0037 on Nov 6, 2019. All the above led to complete disruption of Business and virtually the business stopped from the second half of FY 2017 – 18.
Bank of India ultimately settled the matter under compromise settlement and issued “No Dues Certificate” to the Company on February 25, 2022.
Hon’ble Delhi High Court vide order dated August 11, 2023 quashed FIR No. RC-DAI-2019-A-0037 dated November 6, 2019 registered by CBI.
Additionally, the Authorized Representative pleaded before the Adjudicating Officer that due to the CBI case and court matters, the Company could not file financial statements for FY 2016-17 to FY 2022-23. The Company intends to file them shortly with the requisite fees. Therefore, the adjudication proceedings may consider dropping the violation.
Plaintiff’s Observation:
Based on the written reply from the Company and oral submissions by the Authorized Representative of the Company and its Directors, the RoC viewed the Company’s contentions as unsatisfactory.
Provisions:
Section 173(1):
Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board:
Provided that the Central Government may, by notification, direct that the provisions of this sub-section shall not apply in relation to any class or description of companies or shall apply subject to such exceptions, modifications or conditions as may be specified in the notification.
Section 173(4):
Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees.
Order:
The Plaintiff heard the Defendant's contentions and imposed a penalty under Section 173(4) of the Act. Accordingly, a total penalty of ₹ 2,00,000 was imposed on the Directors/Officers in Default.
Copy of Order: Click here
IN THE MATTER OF
REGISTRAR OF COMPANIES, GUWAHATI
Vs.
SUN BIOTECHNOLOGY LIMITED
Case No: ROC-Guwahati/ADJ-Order/Sec 454/2024-25/1282 dated January 31, 2025
Plaintiff: Registrar of Companies, Guwahati, Assam (“RoC”)
Defendant: Sun Biotechnology Limited
Fact of the Case:
M/s. Sun Biotechnology Limited (CIN: L51909AS1994PLC004186) (“the Company”) is a Listed Public Company, incorporated on July 29, 1994, under the provisions of the Companies Act, 1956. It has its registered office at Milanpur, Rehabari, Dibrugarh, Guwahati, Assam, India, 781008.
The Ministry of Corporate Affairs vide letter no. 5/53/2020/CGCoA/(ER) dated December 08, 2020, had directed the inspection of books and papers of the Company in pursuance to the powers conferred under Section 206(5) of the Companies Act, 2013 (“the Act”). Accordingly, the Investigating Officer (“IO”) has visited the registered office of the Company, but no registered office was found to be maintained nor did the official / director was available on the date of physical inspection of the registered office. The IO also observed that the company has not intimated house number / lane number in the registered office address and the Company has failed to comply with the provisions of Rule 25A of the Companies (Incorporation) Rules, 2014.
Consequently, the RoC severed the Adjudication Notice u/s 454 of the Act upon the Company and its Directors.
Defendant Contention:
In response to the Plaintiff’s notice, the Company contended the following grounds for not initiating adjudication proceedings under Section 173(4) of the Act:
a) From FY 2015 – 16 onwards the Business started declining drastically.
b) The Company had availed certain facilities from Bank of India and due to genuine business failure, the Company was not able to service the interest burden of the Bank.
c) While the Company was negotiating with the Bank on restructuring of loan, the Bank took extreme step of seizing the Books of Accounts and even locked the warehouses of the Company and thus bringing the entire business to complete halt.
d) The Bank officials further filed complaint against the Company for alleged violations of credit facility and diversion of funds. Bank of India has also alleged for cheating the bank to the tune of ₹ 14.30 Crores.
e) Consequent to the above complaint by Bank of India, FIR was filed by CBI vide FIR No. RC-DAI-2019-A-0037 on Nov 6, 2019. All the above led to complete disruption of Business and virtually the business stopped from the second half of FY 2017 – 18.
f) Bank of India ultimately settled the matter under compromise settlement and issued “No Dues Certificate” to the Company on February 25, 2022.
g) Hon’ble Delhi High Court vide order dated August 11, 2023 quashed FIR No. RC-DAI-2019-A-0037 dated November 6, 2019 registered by CBI.
Additionally, the Authorized Representative pleaded before the Adjudicating Officer that due to the CBI case and court matters, the Company could not file financial statements for FY 2016-17 to FY 2022-23. The Company intends to file them shortly with the requisite fees. Therefore, the adjudication proceedings may consider dropping the violation.
Plaintiff’s Observation:
Based on the written reply from the Company and oral submissions by the Authorized Representative of the Company and its Directors, the RoC viewed the Company’s contentions as unsatisfactory.
Provisions:
Section 173(1):
Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board:
Provided that the Central Government may, by notification, direct that the provisions of this sub-section shall not apply in relation to any class or description of companies or shall apply subject to such exceptions, modifications or conditions as may be specified in the notification.
Section 173(4):
Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees.
Order:
The Plaintiff heard the Defendant's contentions and imposed a penalty under Section 173(4) of the Act. Accordingly, a total penalty of ₹ 2,00,000 was imposed on the Directors/Officers in Default.
Copy of Order: Click here
IN THE MATTER OF
REGISTRAR OF COMPANIES, KERAL & LAKSHADWEEP
Vs.
BABY MEMORIAL HOSPITAL LIMITED
Case No: ROCK/Adj/R.9A/Baby Memorial Hospital/1036/2025 dated Jun 04, 2025
Plaintiff: Registrar of Companies, Kerala & Lakshadweep, Kochi (“RoC”)
Defendant: Baby Memorial Hospital Limited
Fact of the Case:
M/s. Baby Memorial Hospital Limited (CIN: U85110KL2009PLC037460) (“the Company”) is an unlisted public company having its registered office within the jurisdiction of the Registrar of Companies, Kerala.
The Company voluntarily submitted an adjudication application, admitting the delay / default in in complying with the requirements for dematerialisation of securities as required under the provisions of Section 29(1A) read with Rule 9A(2) and 9A(3)(b) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Defendant Contention:
The Company submitted that it had made an offer of shares pursuant to approvals received from its Board of Directors and Extraordinary General Meetings. However, it was later discovered that prior to the offer, dematerialisation of securities held by its promoters, directors, and key managerial personnel as mandated by Rule 9A(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (“PAS Rules”), had not been completed.
Additionally, one of the existing shareholders who was allotted shares during the current issue had not dematerialised their prior holdings, thereby violating Rule Rule 9A(3)(b), which mandates existing shareholding be in dematerialised form before any new subscription.
Plaintiff’s Observation:
The RoC acknowledged the Company’s suo-motu adjudication application, wherein it accepted the delay/default in complying with the dematerialisation provisions under the Companies Act. Accordingly, the Company and the relevant shareholder were held liable for adjudication.
Provisions:
Rule 9A(2):
Every unlisted public company making any offer for issue of any securities or buyback of securities or issue of bonus shares or rights offer shall ensure that before making such offer, entire holding of securities of its promoters, directors, key managerial personnel has been demateriarised in accordance with provisions of the Depositories Act 1996 and regulations made there under.
Rule 9A(3)(b):
Every holder of securities of an unlisted public company,
(a) ….
(b) who subscribes to any securities of an unlisted public company (whether by way of private placement or bonus shares or rights offer) on or after 2nd October, 2018 shall ensure that all his existing securities are held in dematerialized form before such subscription.
Order:
In terms of provisions of Rule 9A(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, Plaintiff imposes a total penalty of ₹ 2,00,000 on every officer in default.
Further, for the contravention of Rule 9A(3)(b), the Plaintiff imposes a Total Penalty of ₹ 10,000 on the shareholder for not dematerialisation of existing shareholding prior to the subscription to the existing securities.
Copy of Order: Click here